Amaya completes acquisition of Pokerstars and Full Tilt Poker

1 August 2014

MONTREAL, Que. -- (PRESS RELEASE) -- Amaya Gaming announced today the completion of its previously announced acquisition of 100 percent of the issued and outstanding shares of privately held Oldford Group, the parent company of Isle of Man-headquartered Rational Group, the owner and operator of the PokerStars and Full Tilt Poker brands, in an all-cash transaction for an aggregate purchase price of $4.9 billion, including certain deferred payments and subject to customary purchase price adjustments.

"We are extremely pleased to have completed this acquisition," said David Baazov, chairman and CEO of Amaya. "Through PokerStars, Full Tilt and its multiple live poker tours and events, Rational's brands comprise the world's largest poker business, generating diversified and recurring revenues across the globe from its extremely loyal customer base.

Rational's success is attributable to the company's core values of integrity, customer focus, and challenge. These values are ingrained in the DNA of the company's staff located across the globe, led by Rational's deep, experienced executive and leadership teams. We intend for Rational to maintain this culture and will support its initiatives to continue growing this world class business."

Rational Group Founder and CEO Mark Scheinberg said: "Since launching PokerStars in 2001 we have grown the business each year thanks to constant innovation, unparalleled customer service, and the talent of our dedicated workforce. While myself and other founders are departing, we are happy to see the business and the brands we have developed, along with the teams behind them, transferred to strong new ownership. I'm confident that Amaya, together with Rational Group's leadership, will continue to successfully grow the business into the future."

FINANCING DETAILS

The purchase price (excluding certain deferred payments) and fees and expenses relating to the acquisition and the related financing that have been paid by closing of the transaction were financed through a combination of cash on hand, new debt, a private placement of subscription receipts, a private placement of common shares and a private placement of non-voting convertible preferred shares, allocated as follows:

$1.05 billion of convertible preferred shares, $600 million of which were subscribed by funds or accounts managed or advised by GSO Capital Partners LP or its affiliates. Terms of the convertible preferred shares are included in the Corporation's Management Information Circular dated June 30, 2014, which was filed on SEDAR.

C$640 million of subscription receipts at C$20 per subscription receipt which were automatically converted on a one-to-one basis into common shares upon closing of the Acquisition.

Certain funds or accounts managed or advised by GSO Capital Partners LP or its affiliates purchased $55 million of common shares at C$20 per share.

Senior Secured Credit Facilities in the aggregate principal equivalent amount in US Dollars of approximately $2.92 billion, and consisting of the following:

a $1.75 billion seven-year first lien term loan priced at Libor plus 4.00%, and a €200 million seven-year first lien term loan priced at Euribor plus 4.25%, in each case with a 1.00% floor;

a $100 million five-year first lien revolving credit facility priced at Libor plus 4.00%, none of which was drawn at completion; and

an $800 million eight-year second lien term loan priced at Libor plus 7.00%, with a 1.00% floor.

Approximately $213 million from cash on hand, which includes the $50 million deposit made on June 12, 2014.

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